Cougar Biotechnology Announces Successful Completion of Johnson & Johnson’s Initial Tender Offer & Commencement of Subseque...
03 Juillet 2009 - 6:00PM
Business Wire
Cougar Biotechnology, Inc. (NASDAQ: CGRB) announced today that
the initial offering period of Johnson & Johnson�s (NYSE: JNJ)
tender offer for all the outstanding shares of Cougar common stock
expired at midnight (Eastern time) on July 2, 2009. The offer was
conducted through a wholly-owned subsidiary of Johnson &
Johnson named Kite Merger Sub, Inc.
The depositary for the tender offer has advised Cougar that, as
of the expiration of the initial offering period, a total of
approximately 17,742,030 shares of Cougar common stock were validly
tendered and not withdrawn, representing approximately 84.4% of
Cougar common stock that is outstanding. All shares that were
validly tendered and not properly withdrawn during the offering
period have been accepted for payment. In addition, the depositary
has received commitments to tender approximately 2,001,065
additional shares under the guaranteed delivery procedures
described in the offer.
Johnson & Johnson has advised Cougar that it is commencing
through Kite Merger Sub, Inc., a subsequent offering period of its
tender offer to acquire all remaining outstanding shares of Cougar
common stock. This subsequent tender offering period will expire at
5:00 p.m. (Eastern time) on Thursday July 9, 2009, unless
extended.
Any shares validly tendered during this subsequent offering
period will be accepted immediately for payment, and tendering
stockholders will thereafter promptly be paid $43.00 in cash for
each share of Cougar common stock tendered, without interest and
less any required withholding taxes. This is the same amount per
share that was offered and paid in the initial offering period.
Shares tendered during this subsequent offering period cannot be
delivered by the guaranteed deliver procedure and may not be
withdrawn. In addition, shares validly tendered during the initial
offering period may not be withdrawn during the subsequent offering
period.
Following the expiration of the subsequent offering period,
Johnson & Johnson has advised Cougar that it intends to acquire
any remaining shares of Cougar common stock through what is known
as a �short-form� merger,� that is, without a vote or meeting of
the remaining stockholders of Cougar.
About Cougar
Cougar Biotechnology, Inc. is a Los Angeles-based biotechnology
company, established to in-license and develop clinical stage
drugs, with a specific focus on the field of oncology. Cougar�s
oncology portfolio includes CB7630, a targeted inhibitor of the
17alpha-hydroxylase/c17,20 lyase enzyme, which is currently being
tested in Phase III clinical trials in prostate cancer and a Phase
I/II trial in breast cancer; CB3304, an inhibitor of microtubule
dynamics, which is currently in a Phase I trial in multiple
myeloma; and CB1089, an analog of vitamin D, which has been
clinically tested in a number of solid tumor types.
Additional Information and Where to Find It
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell securities. The tender offer is being made pursuant to a
tender offer statement on Schedule TO (including the offer to
purchase, letter of transmittal and other related tender offer
materials) that was filed by Johnson & Johnson and Kite Merger
Sub, Inc., with the Securities and Exchange Commission (SEC) on
June 5, 2009, with amendments filed with the SEC from time to time
thereafter. In addition, Cougar Biotechnology filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC related to the tender offer, on June 5, 2009, with amendments
filed with the SEC from time to time thereafter. These materials
contain important information, including the terms and conditions
of the offer, that should be read carefully before any decision is
made with respect to the tender offer. Investors and stockholders
can obtain a free copy of these materials and other documents filed
by Johnson & Johnson, Kite Merger Sub, Inc., and Cougar
Biotechnology with the SEC at the website maintained by the SEC at
www.sec.gov. The tender offer materials may also be obtained free
of charge by contacting the information agent for the tender offer,
Georgeson, at 1-212-440-9800 for banks and brokers and
1-877-278-9667 for stockholders and all others, or by writing to
199 Water Street, 26th floor, New York, NY 10038.
Except for the historical information contained herein, the
matters set forth in this press release, including statements as to
research and development, commercialization of products and the
pending acquisition of Cougar Biotechnology, are forward-looking
statements within the meaning of the �safe harbor� provisions of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, including
operating losses and fluctuations in operating results; capital
requirements; regulatory review and approval of our products; the
conduct and timing of clinical trials; commercialization of
products; market acceptance of products; product labeling;
concentrated customer base; reliance on strategic partnerships and
collaborations; uncertainties in drug development; uncertainties
regarding intellectual property, failure to satisfy conditions to
the closing of the acquisition and other risks detailed from time
to time in Cougar Biotechnology�s SEC reports, including its Annual
Report on Form 10-K for the year ended December�31, 2008. Cougar
Biotechnology disclaims any intent or obligation to update these
forward-looking statements.
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